(Translation)
Meeting Time: 9:00a.m., 29thMay, 2025
Meeting Venue: Neihu Headquarters (B1, No.1, Line 20, Lane 26, Rueiguang Road, Neihu District, Taipei City)
Method of Convening the Meeting: Hybrid (in-person and video conference)
E-Meeting Platform: Shareholders meeting e-Voting Platform-Hybrid Shareholders' Meeting by Taiwan Depository & Clearing Corporation website: (https://stockservices.tdcc.com.tw)
The total outstanding ACL shares: 864,167,125 shares
The total shares represented by shareholders present in person or by proxy: 820,378,681shares (among them, 752,219,882 shares voted via electronic transmission and E-Meeting)
The Percentage of shares held by shareholders present in person or by proxy: 94.93% Chairman: K.C Liu, the Chairman of the Board of Directors
Attendees: K.C Liu Chairman, Tony Liu (Director), Ji-Ren Lee (Director), Chaney Ho (Director), Benson Liu (Independent Director), Chan-Jane Lin (Independent Director), Eric Chen (President), Yi-Fan Lin (CPA, PricewaterhouseCoopers), Villis Yang (Director), Grace Liao (Corporate Governance Officer)
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
Chairman's Address (omitted)
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Report Items
The 2024 Business Report
The Audit Committee's Review Report on the 2024 Financial Statements
Status Reports of the Cash Dividends for Distribution of 2024 Profits
2024 Directors' Remuneration Proposal
2024 Employees' Remuneration Proposal
The Status of Endorsement and Guarantee in 2024
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Acknowledgement Items:
Ratification for the 2024 Business Report and Financial Statements ( Proposed by the board of directors)
Explanation:
The 2024 business report and standalone financial statements (including consolidated financial statements) were composed by the Board of Directors. The Company's
financial statements were audited by independent auditors, Hua-Ling Liang and Yi-Fan Lin, of PricewaterhouseCoopers Taiwan and were reviewed by the supervisor along with the business report with a written audit report issued.
The Business Report, independent auditor's report, and Financial Statements are enclosed as Attachment I and Attachment III.
Voting Results: 820,378,681 shares (including votes casted electronically: 752,219,882)
were represented at the time of voting; 777,962,647 votes were in favor of the proposal (including votes casted electronically: 709,883,037); 415,260 votes were cast against the proposal (including votes casted electronically: 415,260); 0 votes were invalid; 42,000,774 votes were either invalidly cast or abstained (including voting rights casted electronically 41,895,281 shares and exercised via virtual conferencing 26,304 shares). The proposal was approved with a 94.82% approval rate.
Resolution: Approved, that the above proposal be and hereby were accepted as submitted.
Ratification for the Proposal for Distribution of 2024 Profits (Proposed by the board of directors)
Explanation:
Please refer to the 2024 profit distribution table in Attachment IV.
The Company's net income after tax of FY2024 was NT$9,005,037,387 (EPS of NT$10.45) and resulted from adding NT$10,351,231,183 of undistributed earnings at the beginning of the period, deducting NT$50,343,771of retained earnings from investments accounted for using equity method, adding NT$9,583,228 of re-measured amount of the benefit plan recognized in retained earnings, and adding NT$87,104,797 of disposing the investments in equity instruments measured at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings. After appropriating the legal reserve of NT$905,138,164 and reversing special reserves of NT$0, the available surplus for distribution is NT$18,497,474,660. The proposed distribution is as follows:
The amounts of NT$7,254,151,178 (cash dividends) out of the 2024 earnings are appropriated for distribution as cash dividends to shareholders. The dividend will be calculated based on the total number of outstanding common shares issued as of December 31, 2024, which is 863,589,426 shares. The proposed cash dividend to be distributed to shareholders is NT$8.4 per share.
The distribution of cash dividend is calculated to the dollar (round up to the dollar). The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income or other expense of the company.
The current distribution of earnings is scheduled before the dividend benchmark date. If there is any change in the yield rate because of any change in the company's
outstanding shares, a request is to be made having the Chairman authorized to handle matters related to the changes.
Voting Results: 820,378,681 shares (including votes casted electronically: 752,219,882 shares) were represented at the time of voting; 779,258,488votes were in favor of the proposal (including votes casted electronically: 711,178,878); 22,121 votes were cast against the proposal (including votes casted electronically: 22,121); 0 votes were invalid; 41,098,072 votes were either invalidly cast or abstained (including votes casted electronically: 40,992,579 and exercised via virtual conferencing 26,304 shares). The proposal was approved with a 94.98% approval rate.
Resolution: Approved, that the above proposal be and hereby were accepted as submitted.
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Discussion Items
Amendment proposal for the Company's Articles of Incorporation (Proposed by the board of directors)
Explanation:
In accordance with Article 14, Paragraph 6 of the Securities and Exchange Act, the Company proposes to amend its Articles of Incorporation to include provisions regarding the allocation of a certain percentage of annual earnings for salary adjustments or remuneration distribution to grassroots employees.
To meet the requirements of the Dow Jones Sustainability Index (DJSI) and strengthen corporate governance, the Company proposes to amend Article 13, Chapter 4 of its Articles of Incorporation to stipulate limits on the number of directorships that non-executive and independent directors may concurrently hold in other companies, in accordance with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
For a comparison table showing the current and proposed amendments to the Company's Articles of Incorporation, please refer to Attachment VI
Voting Results: 820,378,681 shares (including votes casted electronically: 752,219,882 shares) were represented at the time of voting; 771,672,974 votes were in favor of the proposal (including votes casted electronically: 703,593,364); 15,780 votes were cast against the proposal (including votes casted electronically:15,780); 0 votes were invalid; 48,689,927 votes were either invalidly cast or abstained (including votes casted electronically: 48,584,434 and exercised via virtual conferencing 26,304 shares). The proposal was approved with a 94.06% approval rate.
Resolution: Approved, that the above proposal be and hereby were accepted as submitted.
Amendment proposal for the Company's Procedures for Acquiring or Disposing of Assets (Proposed by the board of directors)
Explanation:
To align with the revision of the subsidiary's Delegation of Authority (DOA) and the Board of Directors' authorization review, the Company proposes to include additional provisions related to real estate development in the "Procedures for Acquiring or Disposing of Assets."
In response to the Company Act and practical needs, the Company also proposes to revise the "Procedures for Acquiring or Disposing of Assets." Please refer to Attachment VII for the comparison table of the current and proposed amendments. Voting Results: 820,378,681 shares (including votes casted electronically: 752,219,882 shares) were represented at the time of voting; 771,671,454 votes were in favor of the proposal (including votes casted electronically: 703,591,844); 17,264 votes were cast against the proposal (including votes casted electronically: 17,264); 0 votes were invalid; 48,689,963 votes were either invalidly cast or abstained (including votes casted electronically: 48,584,470 and exercised via virtual conferencing 26,304 shares). The
proposal was approved with a 94.06% approval rate.
Resolution: Approved, that the above proposal be and hereby were accepted as submitted.
- Extemporary Motion: None.
In light of the rapid advancement of AI and Edge Computing, Advantech, as a pioneer in the AI edge computing market, has set its 2025 strategic focus on "Edge Computing & WISE-Edge in Action." According to international research institutions, the global industrial edge computing market is expected to reach USD 500 billion by 2034, with a compound annual growth rate (CAGR) of 24%, reflecting robust and sustained growth. The trend of AI adoption across diverse industries is becoming increasingly evident.
Advantech will continue to focus on industrial applications, aiming to expand its influence in the edge computing domain and further invest in integrated hardware-software solutions and cloud collaboration platforms. Internally, the company has assembled dedicated teams to target five high-growth application sectors: intelligent manufacturing, energy and environment, smart equipment and autonomous robotics, smart healthcare, and smart cities and retail.
To serve global customers, Advantech offers a comprehensive portfolio of edge computing products and services. On the hardware front, the company has gradually transitioned from traditional x86 platforms to high-performance chips such as GPUs and NPUs, which offer enhanced AI processing and communication capabilities. As edge AI continues to evolve, we observe two major trends: (1) industry clients place greater emphasis on data security and confidentiality, and (2) there is an increasing need for on-site computational analytics. As a
result, demand for edge servers in industrial applications is expected to grow significantly.
Advantech remains optimistic about the long-term prospects of edge Computing. By implementing a "hardware-software integration" strategy and leveraging the WISE-Edge platform, we aim to accelerate AI deployment at the edge, deepen collaboration with cloud, software, and device partners, and build a smart ecosystem. These efforts will support AI commercialization and scalability, driving the next wave of intelligent industrial transformation.
Shareholder (No.3) statement summary: Thank you to the management team for your dedication. The Company performed steadily last year. I would like to ask the following five questions:(1) Question 1: What are the Company's strategies in response to regional industrial and economic trends?
Summary of Explanation by Chairman: Advantech has historically operated under a global model with manufacturing based in Taiwan and Kunshan, and sales covering worldwide markets. The Group has established a comprehensive organizational structure across four business sectors and six major regional markets. Response to Geopolitical Risks:The most significant adjustments have taken place in the China market. In response to the mainstream trend of semiconductor localization ("China Chips"), Advantech Kunshan has established a full-fledged R&D, manufacturing, and sales operation to support localized demand. As a result, overall performance in the China market has remained relatively stable.
Summary of Explanation by President Eric Chen: In response to geopolitical risks, Advantech has flexibly adjusted its production strategy for products exported to the U.S., shifting primarily to Taiwan-based manufacturing. As of Q1 2025, approximately 93% of U.S.-bound shipments originated from Taiwan, 6% from China, and 1% from Europe. To further address geopolitical concerns, the Company has also initiated production line expansion and equipment upgrades at its Japan facility, aiming to meet growing customer demand for shipments outside of the Greater China region.Foreign Exchange Impact :
Additional Summary by President Eric Chen: Advantech's revenue structure consists of approximately 51% USD-denominated sales, while 69% of costs are also settled in USD. A stronger New Taiwan Dollar (NTD) has a negative impact on revenue but a slightly positive effect on gross and operating margins. Overall, the impact on profitability is estimated to result in a mid-single-digit percentage loss. In terms of hedging, the risk is manageable if the NTD strengthens only against the USD. However, in recent months, the NTD has appreciated against all three major currencies-USD, EUR, and RMB-which may result in foreign exchange losses. That said, the overall risk exposure remains limited.